HomeMy WebLinkAboutContract 58687CSC No. 58687
FORT WORTH.
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and Hired Hands, Inc. ("Vendor"), a Texas Corporation
and acting by and through its duly authorized representative, each individually referred to as a "party" and
collectively referred to as the "parties."
1. Scope of Services. Sign Language Interpretation Services ("Services"), which are set forth
in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes.
2. Term. The initial term of this Agreement is for one (1) year(s), beginning on the date that
this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless
terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option,
in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four
(4) one-year renewal option(s) (each a "Renewal Term").
3. Compensation.
3.1. Total compensation, per year, under this Agreement will not exceed Fifty
Thousand Dollars and 00 Cents ($50,000.00).
3.2. City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit "B,"
which is attached hereto and incorporated herein for all purposes.
3.3. Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City will not be liable for any additional expenses of Vendor
not specified by this Agreement unless City first approves such expenses in writing.
4. Unit Price Adjustment.
4.1. Vendor may request a Price Adjustment based on Price Adjustment Verification
up to one time Annually. Price Adjustment means an unplanned or unanticipated change,
upward or downward, from the established contract price that is supported by demonstrated
Price Adjustment Justification. A request for a Price Adjustment must be initiated by the
Vendor. Price Adjustments shall not be allowed more frequently than once Annually. It is
within the sole discretion of the City to determine whether an adjustment is necessary and/or
acceptable.
4.2. Price Adjustment Justification means documentation supporting a requested Price
OFFICIAL RECORD
CITY SECRETARY
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Adjustment and showing an objectively verifiable basis for a change in price due to the
documented impact of economic conditions on labor, equipment, or materials. Examples of
possible Price Adjustment Justification include, but are not limited to, cost indexes, and/or
updated supplier price sheets. It is within the sole discretion of the City to determine whether
Price Adjustment Justification is sufficient and/or acceptable.
4.3. The Vendor must submit its Price Adjustment request, in writing, at least 60 days
before the effective period (1st day of a renewal contract term). The Vendor must provide all
Price Adjustment Justification, as defined above, at the time of its request for a Price
Adjustment.
4.4. If the City, in its sole discretion, concludes that the requested Price Adjustment is
unreasonable or not fully supported by adequate Price Adjustment Justification, the City
reserves the right to adjust the rate increase, or reject the requested Price Adjustment in its
entirety and allow the contract to expire at the end of the contract term. If the City elects not
to accept a requested Price Adjustment, the Purchasing Division may issue a new solicitation.
5. Termination.
5.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
5.2. Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to City of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which funds have
been appropriated.
5.3. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered
up to the effective date of termination and Vendor will continue to provide City with services
requested by City and in accordance with this Agreement up to the effective date of
termination. Upon termination of this Agreement for any reason, Vendor will provide City
with copies of all completed or partially completed documents prepared under this Agreement.
In the event Vendor has received access to City Information or data as a requirement to
perform services hereunder, Vendor will return all City provided data to City in a machine
readable format or other format deemed acceptable to City.
6. Disclosure of Conflicts and Confidential Information.
6.1. Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's
services under this Agreement. In the event that any conflicts of interest arise after the
Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure
to City in writing.
6.2. Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as
confidential and will not disclose any such information to a third party without the prior written
approval of City.
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6.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit
reasons objecting to disclosure. A determination on whether such reasons are sufficient will
not be decided by City, but by the Office of the Attorney General of the State of Texas or by
a court of competent jurisdiction.
6.4. Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt
City Information in any way. Vendor must notify City immediately if the security or integrity
of any City Information has been compromised or is believed to have been compromised, in
which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate
with City in identifying what information has been accessed by unauthorized means and will
fully cooperate with City to protect such City Information from further unauthorized
disclosure.
7. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the
said three years, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records, including, but not limited to, all electronic records, of
Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor
agrees that City will have access during normal working hours to all necessary Vendor facilities
and will be provided adequate and appropriate work space in order to conduct audits in compliance
with the provisions of this section. City will give Vendor reasonable advance notice of intended
audits.
8. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this
Agreement, and not as agent, representative or employee of City. Subject to and in accordance with
the conditions and provisions of this Agreement, Vendor will have the exclusive right to control
the details of its operations and activities and be solely responsible for the acts and omissions of its
officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the
doctrine of respondent superior will not apply as between City, its officers, agents, servants and
employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors.
Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint
enterprise between City and Vendor. It is further understood that City will in no way be considered
a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees,
contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees,
contractors, or subcontractors of Vendor will be entitled to any employment benefits from City.
Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of
itself, and any of its officers, agents, servants, employees, or contractors.
9. Liability and Indemnification.
9.1. LIABILITY - Vendor WILL BE LIABLE AND RESPONSIBLE FOR ANY
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AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF Vendor, ITS OFFICERS,
REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
9.2. GENERAL INDEMNIFICATION - Vendor HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO Vendor'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT
LIMITED TO, DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENTACTS OR OMISSIONS OR MALFEASANCE OF Vendor, ITS OFFICERS,
AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
9.3. INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply
if City modifies or misuses the software and/or documentation. So long as Vendor bears
the cost and expense of payment for claims or actions against City pursuant to this
section, Vendor will have the right to conduct the defense of any such claim or action
and all negotiations for its settlement or compromise and to settle or compromise any
such claim; however, City will have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect City's interest, and
City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action
brought against City for infringement arising under this Agreement, City will have the
sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, Vendor
will fully participate and cooperate with City in defense of such claim or action.
City agrees to give Vendor timely written notice of any such claim or action, with copies
of all papers City may receive relating thereto. Notwithstanding the foregoing, City's
assumption of payment of costs or expenses will not eliminate Vendor's duty to
indemnify City under this Agreement. If the software and/or documentation or any part
thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result
of a settlement or compromise, such use is materially adversely restricted, Vendor will,
at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software and/or documentation; or (b) modify the software and/or
documentation to make it non -infringing, provided that such modification does not
materially adversely affect City's authorized use of the software and/or documentation;
or (c) replace the software and documentation with equally suitable, compatible, and
functionally equivalent non -infringing software and documentation at no additional
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charge to City; or (d) if none of the foregoing alternatives is reasonably available to
Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City
under law.
10. Assignment and Subcontracting.
10.1. Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent
to an assignment, the assignee will execute a written agreement with City and Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to
the effective date of the assignment.
10.2. Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor
agrees to be bound by the duties and obligations of Vendor under this Agreement as such
duties and obligations may apply. Vendor must provide City with a fully executed copy of any
such subcontract.
11. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to
commencement of any Services pursuant to this Agreement:
11.1. Coverage and Limits
11.1.1.1. Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
11.1.1.2. Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
11.1.1.3. Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any
other state workers' compensation laws where the Services are being
performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
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11.1.1.4. Professional Liability (Errors & Omissions): ❑ Applicable ® N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
11.2. General Requirements
11.2.1. The commercial general liability and automobile liability policies must name City
as an additional insured thereon, as its interests may appear. The term City includes its
employees, officers, officials, agents, and volunteers in respect to the contracted services.
11.2.2. The workers' compensation policy must include a Waiver of Subrogation (Right
of Recovery) in favor of City.
11.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage must be provided to City. Ten (10) days' notice will be acceptable in the event
of non-payment of premium. Notice must be sent to the City in accordance with the notice
provision of this Agreement.
11.2.4. The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current A.M.
Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to
the satisfaction of Risk Management. If the rating is below that required, written approval
of Risk Management is required.
11.2.5. Any failure on the part of City to request required insurance documentation will
not constitute a waiver of the insurance requirement.
11.2.6. Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work pursuant
to this Agreement.
12. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local
laws, ordinances, rules and regulations and that any work it produces in connection with this
Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and
regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations,
Vendor must immediately desist from and correct the violation.
13. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees
that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the
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treatment or employment of any individual or group of individuals on any basis prohibited by law.
IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-
DISCRIMINATION COVENANT BY Vendor, ITS PERSONAL REPRESENTATIVES,
ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST,
Vendor AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND
CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
14. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its
agents, employees, servants or representatives, (2) delivered by facsimile with electronic
confirmation of the transmission, or (3) received by the other party by United States Mail,
registered, return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Hired Hands, Inc.
Angela Franklin
Accounting
720 W. Harwood, Ste. 300
Hurst, TX 76054
Facsimile: 817.236.5601
15. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment
or employ, whether as employee or independent contractor, any person who is or has been
employed by the other during the term of this Agreement, without the prior written consent of the
person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of
either party who responds to a general solicitation of advertisement of employment by either party.
16. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
17. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of
City's or Vendor's respective right to insist upon appropriate performance or to assert any such
right on any future occasion.
18. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant
to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or
the United States District Court for the Northern District of Texas, Fort Worth Division.
19. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any
way be affected or impaired.
20. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or
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omission in performance due to force majeure or other causes beyond their reasonable control,
including, but not limited to, compliance with any government law, ordinance, or regulation; acts
of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics
or pandemics; government action or inaction; orders of government; material or labor restrictions
by any governmental authority; transportation problems; restraints or prohibitions by any court,
board, department, commission, or agency of the United States or of any States; civil disturbances;
other national or regional emergencies; or any other similar cause not enumerated herein but which
is beyond the reasonable control of the Party whose performance is affected (collectively, "Force
Majeure Event"). The performance of any such obligation is suspended during the period of, and
only to the extent of, such prevention or hindrance, provided the affected Party provides notice of
the Force Majeure Event, and an explanation as to how it prevents or hinders the Parry's
performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with
the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this
Agreement.
21. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit
the scope of any provision of this Agreement.
22. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation
of this Agreement or Exhibits A, B, and C.
23. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which
is executed by an authorized representative of each party.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together
constitute one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of
this warranty within thirty (30) days from the date that the services are completed. In such event,
at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the
services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor
for the nonconforming services.
26. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of
all I-9 forms and supporting eligibility documentation for each employee who performs work under
this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Vendor employee who is not
legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS
OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS,
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SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to
immediately terminate this Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or
produced in conjunction with the services provided under this Agreement (collectively, "Work
Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark,
trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product
will inure to the benefit of City from the date of conception, creation or fixation of the Work Product
in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work
Product will be considered a "work -made -for -hire" within the meaning of the Copyright Act of
1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a
"work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor
hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other
proprietary rights therein, that City may have or obtain, without further consideration, free from
any claim, lien for balance due, or rights of retention thereto on the part of City.
28. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the
entity. This Agreement and any amendment hereto, may be executed by any authorized
representative of Vendor. Each party is fully entitled to rely on these warranties and representations
in entering into this Agreement or any amendment hereto.
29. Change in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of
maintaining updated City records. The president of Vendor or authorized official must sign the
letter. A letter indicating changes in a company name or ownership must be accompanied with
supporting legal documentation such as an updated W-9, documents filed with the state indicating
such change, copy of the board of director's resolution approving the action, or an executed merger
or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract
with a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in
Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the Agreement.
31. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has
a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with
a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy
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companies during the term of the contract. The terms "boycott energy company" and "company"
have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added
by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government
Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's
signature provides written verification to the City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,
as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or
partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade association;
and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade
association. The terms "discriminate," "firearm entity" and "firearm trade association" have the
meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts
2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is
applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature
provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance,
or directive that discriminates against a firearm entity or firearm trade association; and (2) will not
discriminate against a firearm entity or firearm trade association during the term of this Agreement.
33. DEBARTMENT AND SUSPENSION
33.1. Per Executive Orders 12549 and 12689, a contract award (see 2 CFR 180.220)
shall not be made to parties listed on the government -wide exclusions in the System for Award
Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement
Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp.,
p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties
debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible
under statutory or regulatory authority other than Executive Order 12549.
34. Clean Air Act and Federal Water Pollution Control Act.
34.1. Vendor shall comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution
Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
35. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as
an original signature. For these purposes, "electronic signature" means electronically scanned and
transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or
signatures electronically inserted via software such as Adobe Sign.
36. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained
herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void
to the extent in conflict with any provision of this Agreement.
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(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City:
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By: Valerie Washington (Jan 6, 2023 11:34 CST)
Name: Valerie R. Washington
Title: Assistant City Manager
Date: Jan 6, 2023
Vendor:
By: Angela Franklin 28,202210:52 CST)
Name: Angela Franklin
Title: COO
Date: Dec 28, 2022
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By:
Name: William. F. Rumuly
Title: Director
Approved as to Form and Legality
By: Nico Arias (Jan 6, 2023 09:45 CST)
Name: Nico Arias
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
Form 1295: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: Shelley Hollars (Dec 28, 2022 11:15 CST)
Name:
Shelley Hollars
Title:
Administrative Services Manager
City Secretary:
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By:
Jannette S. Goodall (Jan 6, 202313:01 CST)
Name:
Jannette S. Goodall
Title:
Acting City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 12 of 16
Hired Hands RFQt 12/02/2022
EXHIBIT A
SCOPE OF SERVICES
FORTWORTH
SPECIFICATIONS FOR SIGN INTERPRETATION SERVICES
1.0 INTENT
The Municipal Court Department of the City of Fort Worth is seeking
quotes from qualified businesses and agencies interested in providing Sign
Interpretation Services to the Municipal Court Department of the City of
Fort Worth.
2.0 SCOPE
2.1 The bidder shall provide a quote for sign interpretation services for
the Municipal Court Department of the City of Fort Worth (City).
2.2 The term of the Agreement shall be for a one-year (1) period, with
four (4) options to renew. However, if funds are not appropriated, the
City may cancel the agreement 30 calendar days after providing
written notification to the successful Vendor.
3.0 SPECIFICATIONS
The Vendor's sign interpretation service shall include the following minimum capabilities:
3.1 Contractor shall provide sign language translation for the hearing impaired, either
in person or On -Demand Video Remote interpretation (VRI).
3.2 All interpreters and CART service providers are required to be licensed or certified
to provide Legal interpretation. CART providers must have an advanced or master -
level certification issued by the Texas Court Reports Association. A qualified
interpreter for the deaf must hold a legal certificate issued by the national Registry
of Interpreters for the Deaf or a current court certificate issued by the Board for
Evaluation of Interpreters at the Department of Assistive and Rehabilitation
Services.
3.3 Proposer shall have at least three (3) years of continuous
professional experience translating. Submit evidence of prior
experience in providing sign interpretation services.
3.4 Proposers must submit documents of experience pertaining to
education, training or certification for any interpreters that will be
utilized for these services.
3.5 Demonstrate availability of Level III Communication Access
Vendor Services Agreement Page 13 of 16
Hired Hands RFQt 12/02/2022
Realtime Translation (CART) Service and staff experience, or
better.
3.6 Non -emergency requests for live interpreting for trials and hearings will be sent to
the Contractor no later than five (5) business days after notification of service.
Contractor shall send confirmation of licensed interpreter assigned within 72 hours
of the request.
3.7 Emergency requests shall be less than five (5) business days of requested date and
require a same day telephone/email response.
3.8 Turnaround times for jail location (Belknap) requests must be 4 hours or less and
won't be considered an emergency as shown in 3.6.
3.9 Proposer shall provide service for the Municipal Courts Department locations
below:
3.9.1 PSB - 1000 Throckmorton St., Fort Worth, TX 76102; Business
Hours: 8am-5pm Monday -Friday.
3.9.2 Jail - 350 West Belknap, Fort Worth, TX 76102; 24 hour
operations, 7 days per week.
Vendor Services Agreement Page 14 of 16
Hired Hands RFQt 12/02/2022
EXHIBIT B
PAYMENT SCHEDULE
NAME OF BIDDER
ADDRESS OF BIDDER
Hired Hands. Inc.
720 W. Harwood Rd, Ste 300,
Hurst, TX 76054
Item #
Item Description
Quantity
UOM
Unit Price
Sign Interpretation Services - during normal business hours
(Monday through Friday, 8:00a.m. to 5:00 p.m., excluding
1
holidays with at least 48 hours notice).
13
HR
$85.00
Sign Interpretation Services - during normal business hours
(Monday through Friday, 8:00a.m. to 5:00 p.m., excluding
holidays with more than two hours and less than 48 hours
2
1 notice).
1
1 HR
$85.00
Sign Interpretation Services - outside of normal business
hours (Monday through Friday, 8:00a.m. to 5:00 p.m.,
3
excluding holidays with at least 48 hours notice).
1
HR
$120.00
Sign Interpretation Services - outside of normal business
hours (Monday through Friday, 8:00a.m. to 5:00 p.m.,
excluding holidays with more than two hours and less than
4
148 hours notice).
1
1 HR
$120.00
Sign Interpretation Services - flat rate emergency/crisis
services provided on an emergency basis, 24 hours per day,
5
7 days per week.
1
HR
$85.00
Sign Interpretation - On -Demand Video Remote
6
Interpretation 24/7/365
120
Min.
$85.00
CART Services (Level III or above) - during normal business
hours (Monday through Friday, 8:00a.m. to 5:00 p.m.,
7
excluding holidays with at least 48 hours notice).
1
HR
$0.00
CART Services (Level III or above) - during normal business
hours for first hour (Monday through Friday, 8:00a.m. to 5:00
p.m., excluding holidays with more than two hours and less
8
than 48 hours notice).
1
HR
1 $0.00
CART Services (Level III or above) - outside of normal
business hours (Monday through Friday, 8:00a.m. to 5:00
9
p.m., excluding holidays with at least 48 hours notice).
1
HR
$0.00
CART Services (Level III or above) outside of normal
business hours (Monday through Friday, 8:00a.m. to 5:00
p.m., excluding holidays with more than two hours and less
10
lthan 48 hours notice).
1
HR
$0.00
CART Services (Level III or above) flat rate emergency/crisis
services provided on an emergency basis, 24 hours per day,
11
7 days per week per attached specifications.
1
HR
$0.00
Administrative fee of 1 hour applied to all requests following
12
normal business hours and outside normal hours rates.
1
HR
$85.00
All requests will be billed the requested onsite time
(minimum of 1 hour) plus a one (1) hour administrative fee for
each interpreter requested. Cancellations made with less
than 24 business hours notice will be billed the original
13
requested time.
Vendor Services Agreement
Hired Hands RFQt 12/02/2022
Page 15 of 16
Invoicing Requirements.
The Vendor shall send invoices electronically to our centralized Accounts Payable department
invoice email address: supplierinvoices@fortworthtexas.gov. This email address is not monitored
so please do not send correspondence to this email address. The sole purpose of the supplier
invoices email address is to receipt and process supplier invoices.
Please include the following on the subject line of your e-mail: vendor name, invoice number, and
PO number, separated by an underscore (ex: Example, Inc._123456_FW012- 000001234).
To ensure the system can successfully process your invoice in an expedient manner, please adhere
to the following requirements:
• All invoices must be either a PDF or TIFF format.
• Image quality must be at least 300 DPI (dots per inch).
• Invoices must be sent as an attachment (i.e. no invoice in the body of the email).
• One invoice per attachment (includes PDFs). Multiple attachments per email is acceptable
but each invoice must be a separate attachment.
• Please do not send handwritten invoices or invoices that contain handwritten notes.
• Dot matrix invoice format is not accepted.
• The invoice must contain the following information:
■ Supplier Name and Address;
■ Remit to Supplier Name and Address, if different;
■ Applicable City Department business unit# (i.e. FW013)
■ Complete City of Fort Worth PO number (i.e. the PO number must contain all
preceding zeros);
■ Invoice number;
■ Invoice date; and
Invoices should be submitted after delivery of the goods or services.
To prevent invoice processing delays, please do not send invoices by mail and email and please do
not send the same invoice more than once by email to supplierinvoices@fortworthtexas.gov. To
check on the status of an invoice, please contact the City Department ordering the goods/services
or the Central Accounts Payable Department by email
ZZ—FIN—AccountsPayable@fortworthtexas.gov.
If you are unable to send your invoice as outlined above at this time, please send your invoice to
our centralized Accounts Payable department instead of directly to the individual city department.
This will allow the city staff to digitize the invoice for faster processing.
If electronic invoicing is not possible, you may send your paper invoice to:
City of Fort Worth
Attn: FMS Central Accounts Payable
200 Texas Street
Fort Worth, Texas 76102
The City's goal is to receive 100% of invoices electronically so that all supplier payments
are processed efficiently. To achieve this goal, we need the Vendor's support.
If the Vendor has any questions, please contact the Accounts Payable team at (817) 392- 2451 or
by email to ZZ—FIN—AccountsPayable@fortworthtexas.gov.
Vendor Services Agreement Page 16 of 16
Hired Hands RFQt 12/02/2022